On August 19, 2016, Exelixis, Inc., (the “Company”) entered into separate, privately negotiated exchange agreements (the “Exchange Agreements”) with certain holders of the Company’s 4.25% Convertible Senior Subordinated Notes due 2019 (the “Notes”). Under the terms of the Exchange Agreements, the holders agreed to exchange an aggregate principal amount of approximately $71.3 million of Notes held by them in exchange for an aggregate of approximately 13,424,945 shares of the Company’s common stock (“Shares”). In addition, pursuant to the Exchange Agreements, the Company will make an aggregate cash payment of approximately $0.7 million to the holders for additional exchange consideration.

The exchange transactions are expected to close on or about August 25, 2016, subject to customary closing conditions. Immediately following the exchange of the Notes contemplated by the Exchange Agreements, approximately $48.1 million in aggregate principal amount of the Notes will remain outstanding.